


Under The Spell

by Ridley160



Category: Captain America (Movies), Iron Man (Movies), Marvel Cinematic Universe, The Avengers (Marvel Movies), The Avengers (Marvel) - All Media Types
Genre: Anal Fingering, Anal Sex, Angst, Blow Jobs, Bottom Steve Rogers, Extremely Dubious Consent, Forced Orgasm, Gratuitous Smut, Light Bondage, M/M, Multiple Orgasms, Rape/Non-con Elements, Rimming, Sex Pollen, Shameless Smut, Spitroasting, Threesome, Top Tony Stark, stevepillar
Language: English
Status: In-Progress
Published: 2018-07-18
Updated: 2018-07-18
Packaged: 2019-06-12 05:57:00
Rating: Explicit
Warnings: Rape/Non-Con
Chapters: 1
Words: 9,225
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/15333303
Author URL: https://archiveofourown.org/users/Ridley160/pseuds/Ridley160
Summary: Steve gets doused with a heat inducing sex pollen from a giant centipede that Tony has been researching. Wild with a fiery desire Steve bends to the will and whim of the creature, allowing it to use his body in any way it pleases. Tony attempts to talk Steve out of it and get him away from the bug, but he too is subjected to the monster's pollen, and finds himself unable to resist the temptations.Then there is finding how to deal with the aftermath.Heed the tags





	Under The Spell

**Author's Note:**

> This is by far the raunchiest, most filthy, pile of smut I have ever written. It pushed me out of my comfort zone quite a bit, but I wanted to push myself past those mental boundaries. 
> 
> A big thank you to everyone on the Stony Discord for 1. cheering me on, 2. listening to my writing woes, 3. the input and suggestions, and 4. for sharing the artwork that inspired this in the first place.
> 
> Which can be found: [Here](http://hamletmachine.tumblr.com/post/140133091035/i-saw-this-on-twitter-so-some-nsfw-captain) Be forewarned very NSFW content 
> 
> This one is for all of you (If you were there for the discussions you know who you are)  
> And check out [Feed It](https://archiveofourown.org/works/14868119) by neverthelessthesun who also wrote a wonderful fic inspired by the same work. 
> 
> Please once again heed the tags this does contain dubious consent/rape/non-con elements so if that is sensitive subject matter I do not recommend reading.
> 
> Lastly-This is not beta read-all errors/grammar/spelling are my own

“What...what is it?” Steve asked.

“Ew it's moving!” Clint stated with a grimace.

“It looks like an arthropod of some kind possibly Myriapoda.” Bruce observed. The others gave him blank stares. “Look at how the body is segmented and it has a pair of legs per segment, it's probably some species of centipede but...”

“But it looks like a penis.” Tony dead panned.

“Tony...” Steve said in exasperation but he couldn't deny that the little grub in the cage did in fact have a rather uniquely phallic appearance. He just didn't want to give Tony the satisfaction of admitting it.

“What? We're all thinking it.” Tony peered into the cage as the centipede scurried around on its many legs. It was approximately six inches in length, and two inches in diameter it's segmented body appeared to be more organic and fleshy like a worm. It was a deep purple color, the legs and underbelly were red, Tony wasn't exactly an expert on arthropods, but he was certain something like this was probably some kind of new species. After all, why else would Hydra have the little creature in a lab in the middle of the mountains?

“Regardless of what it looks like.” Steve continued ignoring Tony. “It could be dangerous so we should just kill it and move on.”

Tony rounded on Steve. “Kill it? We don't even know what they had planned for it! This could be an all new species! We can't just kill it before we know what it even is.”

“Exactly, we don't know what it is and it would be a lot safer if we just exterminate it before it hurts anyone. The thing could spew acid for all we know!” Steve argued.

“You've been watching too many Alien movies.”

Steve scowled at Tony and opened his mouth to respond when Bruce spoke up. “I'm kind of with Tony on this one. If Hydra was interested in it would it be so bad if we studied it ourselves in a controlled environment? Maybe once we gather some data we will be more informed to make a factual based decision.”

“Well if it's a vote, I vote we kill it the thing is gross looking.” Clint said while warily eyeing the cage. It was two to two which meant they needed a tie breaker and that left Natasha. The four of them looked to her for the final word. Natasha sighed while she pinched the bridge of her nose.

“I hate to say it but...Bruce and Stark have a point.” Tony raised his arms up in triumph.“BUT-” Natasha added with a hard stare at the engineer. “The second that thing does anything weird...I'm squishing it under a boot.” Steve let out an exasperated sigh. He didn't like this, at all, the centipede made his skin crawl the way it practically slithered about in the cage. All those legs moving together was plain creepy and unsettling. Maybe as long as it stayed in Tony's lab space he wouldn't have to look at it again.

They returned to Avengers tower with the centipede, Tony and Bruce set to work on studying the thing while Steve wrote up his report to Fury. He let Tony have his fun, but ordered that they keep him updated and notify him of any discoveries. Their tests yielded no new information, and Bruce's research came up with nothing. It appeared to be just plain old centipede there was nothing special about it other than it kept growing and growing.

Over the course of a few days it had outgrown three different cages and it showed no signs of stopping either. At that point Steve had become concerned that the centipede may have been mutated into some sort of super bug. For what reason or purpose that would have? He didn't know, but he wouldn't put it past Hydra to try just because they could. Tony fashioned a more permanent containment feature for the centipede in the lab. Forgoing cages he installed a large glass cube in the corner of the lab so the bug could be easily monitored and have space to grow. Tony suspected if the centipede had any unique features it would be discovered once it was a matured adult after all they had only found it as a grub.

It still made Steve's stomach churn whenever he saw the thing, and that it kept getting bigger only made him feel more uneasy. He stopped hanging around he lab and avoided having to go down there so he didn't have to look at the grotesque creature. He swore it had been watching him, whenever he was nearby the creature would rear itself up and would sway by the glass, it's pincers clicking together. It was the stuff of nightmares, like something straight out of a Lovecraft novel, it made Steve cringe whenever he saw it squirming about.

Steve was going to have the tower to himself one evening. After a training session he'd run at Shield he could come home and take some time to relax. Natasha and Clint were away on a mission of their own, Thor was still in Asgard. Bruce had taken some personal leave courtesy of Tony offering him a week away on his private beach on some exotic island. Tony was at some fancy event that Steve had declined to attend. He preferred to just stay in for the evening and have the tower to himself for once. Not that Steve minded having the rest of the Avengers around and he had his own floor if he really wanted to be left alone, but as the team's Captain he felt obligated to be around them when they were home.

When Steve arrived at the tower he headed up to his floor intending to strip off his uniform and sink into a hot bath to soak away the day's tension. He held his helmet in his hands and ran his fingers through the mess of blond hair on his head. The elevator lurched to a stop suddenly. Steve looked around in confusion.

“Jarvis, situation?”

“Captain there is a potential security breach in the lab. I am notifying Sir immediately I advise-”

“Take me down.” Steve ordered while he grabbed his shield off of his back.

“Captain Rogers I insist that you wait for Sir-”

Steve interrupted again. “I said take me down Jarvis.” He repeated sternly.

“...As you wish Captain.” Jarvis replied and the elevator started back up, but instead traveled down towards the lab. Steve held his shield at the ready and as soon as the doors opened he braced for a possible oncoming attack. There was nothing, he stepped out cautiously watching for movement, listening. The walls and door to the lab appeared to be intact still so whatever it was, was still confined to the lab space. Steve approached, punched in his code and entered still holding his shield up

Steve took each step carefully, listening and scanning the lab space. His eyes caught the broken glass of the containment cube that Tony had constructed to hold the centipede. Great. Steve tightened his grip on the shield in preparation to either throw it, or use its edge to cut the creature in half. There was the soft noise of skittering across the hard floor right behind him, taking a breath Steve prepared himself for battle, and spun around ready to throw when- a cloud of something erupted into his face.

Momentarily blinded and caught off guard Steve doubled over coughing as the substance worked its way into his lungs. With his hand Steve wiped the powder from his eyes and he gaped at the sight before him. The centipede was massive now, possibly 12 feel long maybe more, it reared up its phallic shaped head level with Steve's, its maw opened two long red pincers twitching and quivering. It's many legs aligned evenly down it's fleshy body, and it swayed almost curiously in front of Steve.

Steve coughed and hacked some more from the powdery substance, he wiped the remaining residue from his face and rubbed it between his fingers. It was thicker than powder, a heavier consistency like pollen. He wondered if if were some kind of poison and hoped that the serum could protect him long enough from any of the ill affects. Having wasted too much time Steve heaved his shield preparing to impale the edge of it into the centipede's grotesque body.

A fiery heat ignited in his body, sudden all at once. Steve nearly dropped down to a knee from the intensity of it, it felt as if his very nerve endings were on fire. It was so strong, a burning so hot all over his body. In alarm Steve wondered if this was a poison doing it's work, and the centipede would soon claim him as its prey. Only the heat wasn't turning into a crippling pain as he was expecting. No this was a different rush of agony the pleasurable kind, a throbbing need that pulsed deep within his core.

Steve felt himself grow hot inside and out, settling in his groin, his blood rushing down south so suddenly he nearly felt faint. It was happening all so fast he didn't understand it at first. His cock grew hard in seconds, and pressed uncomfortably against the fabric of his uniform.

“What...what the hell?” Steve still had enough sense to question as he stared down at himself and the growing bulge in his pants. Feeling his strength momentarily sapped Steve dropped his shield to the floor in a loud clatter and stared helplessly at the centipede. It stared back at him with nearly lifeless glassy eyes and its maw secreted a clear gooey slick that dribbled over it's pincers.

Hot...he felt so hot his skin was ablaze with a heat that sweat began to prickle along his brow. He felt it in his lower back, his neck, thighs, arms, everywhere. The centipede moved coiling itself around Steve's middle, its many legs dug into him seemingly holding him tightly. The legs Steve had expected to feel sharp and angular were actually soft, fleshy like its all too squishy body. They massaged along his torso like a lover's caress but...no...this was a monster he had to stop it. That was his reason for being here.

Through the muddled lust addled thoughts Steve managed to get an arm free and attempted to shove the segmented body away from himself, but the centipede only coiled more tightly around him. Part of it was bunched up against his groin, it's many legs reaching rubbing, massaging and Steve had to bite back the moan that threatened to escape his throat. He had never needed to touch himself so badly, ached so much to take his cock in hand and stroke and stroke until he came messily over his own hand. Steve needed it, his balls were drawn up tight and ached already for release that was so close, but beyond his immediate reach.

“Hot...burning up...” He gasped as the sweat drenched his uniform. Without a second's hesitation he tore at the fastenings of his uniform he needed air, just anything to remove the stifling heat. As if in understanding the centipede's legs began to stretched and feel, pulling at Steve's uniform hiking up the top portion and exposing his sweat covered abdomen. It didn't stop there, with his pants unfastened the centipede's contorted its body and its legs hooked into the band of Steve's pants and tugged them down. Steve's stiff cock sprung free from the confines and glistened wetly at the tip. He was so hard a near steady stream of precome leaked from the tip and down his shaft.

The centipede uncoiled itself from Steve's body seemingly pleased with the turn of events. Steve stood there panting heavily, his head swimming from the pollen. The Centipede wriggled between Steve's legs and reared up head first behind Steve's back, it's maw opening and it spewed out four web like strands, one around each wrist and Steve's thighs. It pulled back and the webbing tightened and held Steve in place as he tried to pull against it, his arms ended up above his head and no matter how hard he pulled he couldn't free himself. Steve was trapped, exposed and horribly vulnerable.

Steve stood in place, panting heavily, his uniform disheveled and his cock hanging heavy between his legs. The centipede contorted its body it's many legs pointed up and gently enclosed themselves around Steve's cock. He gasped in surprise at the intensity of the feeling, how soft and warm the legs felt as they flexed and rubbed his flesh. It encased his length in a rippling warmth, nestled so perfectly against the creature's cozy underbelly.

With the rush of the pollen in his system Steve wasn't capable of thinking clearly he succumbed to the fiery need. The throb of his cock was too much for him to ignore, he needed to come, he had never had such an intense need to come in his life. Steve gasped and panted and began to moan wantonly as he thrust his hips, the obscene amount of precome he was already leaking was sufficient enough to create a sweet glide between the fleshy appendages.

“Ah-ah-ahh” Steve moaned, he looked down at the sight his thick pink cock encased between the centipede's red legs, the underbelly of the creature was slick and it flexed and pulsed against his own flesh, caressing his balls and underside of his cock. It tugged and squeezed so sweetly Steve was beside himself in pleasure. His arms tenses and he pulled against the webbing, but not to break free-no-just because it all felt so fucking good. He was leaning forward now his eyes half lidded and his ass angled back towards the centipede, putting on a filthy display of himself.

Steve thrust his hips more haphazardly, his cries of pleasure growing in their intensity as his cock was stroked, pulled, squeezed in the warm embrace of the monster bug. Steve's balls tightened and his cock began to pulse with his come spurting out in long white ropes splashing across the underbelly of the centipede. The orgasm was ripped from him almost savagely, his mouth fell open in a silent scream for several beats before he found his voice again. The centipede released it's webbing from Steve and he fell to his knees now straddling the bug as he caught his breath.

Even after the orgasm his cock still stood erect and stiff, the need to come had not abated at all, he needed more and Steve didn't care what it took to get there. He leaned forward on his hands and knees, his pants still bunched around his knees the body of the centipede pressed up tightly against him, now its legs dug and prodding against the globes of his ass. Steve rocked his hips, his cock slipped and squelched against the wetness of his own come covering the centipede's belly. Its legs closed more tightly around his cock encasing it further into the warmth.

“Ah yeah-more-more!” Steve begged, thrusting, humping the air, rutting himself against the creature. One of the legs skirted across his cheek and prodded at his hole making Steve gasped in surprise, an all new wave of heat overcame him. His cock throbbed and with an excited twitch he came a second time. “Ooohh.” Steve let out a long moan as the pulsing waves of pleasure crashed into him. The centipede wriggled out from between Steve's legs and circled around him as he remained on his hands and knees, catching his breath. It seemed to be studying him, watching intently for his next action before it moved in on him again.

Steve's breath was coming out in harsh panting gasps, he had just experienced two mind blowing orgasms and it was taking a moment for his senses to return. For a brief moment his vision seemed to clear and the clarity of his position solidified through the haze. He was partially naked on the floor of Tony's lab, his cock wet and dripping with his own come, having been stroked and pulled off by a gigantic centipede. As if sensing Steve's better senses had been returning the centipede scuttled across the floor towards him and released another puff of it's heat inducing pollen. Steve coughed again trying not to breath it in but it permeated the air around him, and he was still trying to catch his breath from before.

It was like a switch had been flipped and all the doubts dissipated in an instant, and all Steve felt was that overwhelming flame of sexual need. The burning in his skin returned with a vengeance and he worked the rest of his uniform off in a hurry, stripping off the top and shucking off his boots and pants. The centipede clicked its' mandibles together almost as if it were pleased with the display. Steve rested on his knees and closed his eyes to enjoy the cool air in the lab on his sweat drenched skin. He ran his hands over himself, every touch was a ripple of pleasure, down his chest, palms rubbing over his pink nipples, and down over his sculpted abdomen and reaching his erect cock.

Steve gave himself a slow stroke, closing his hand around the length and moving from the base all the way to the tip. He gasped and rubbed his thumb against the head as more fluid leaked out. The light touch to his behind made him jolt, but soon Steve was welcoming the soft probing touch from the centipede. It's mandibles stroked down over each cheek gently, tentatively and pressed in further the long red pincers spreading and clamping over Steve's supple behind. It's wet oozing maw enclosed over Steve's hole and applied a soft suction around the rim making Steve's hips shift and stutter.

“Oooh god!” Steve gasped while he squeezed his cock. He had never been rimmed before, and although the centipede lacked a tongue the wet suction it applied to his hole was incredibly gratifying. More of the clear viscous fluid from the centipede's maw spilled out covering Steve's ass and dribbling down over his thighs. It made Steve hyper aware of every nerve ending back there, the sucking sensation wasn't enough though. He wanted more, he wanted to be filled, stretch, fucked. With his free hand Steve trailed down, feeling over his own heated skin, caressing along the soft mandible squeezing over his flesh, and maneuvered a finger between the centipede's wet maw and his own entrance.

The creature released him and backed away watching intently as Steve slipped his own finger into his wet hole, it was still tight, needing to be worked open but the centipede's slick lube like saliva made for an easy glide into himself. Steve cursed quietly as he pushed past the first knuckle and deeper still, but it wasn't enough. The heat building in his body wasn't satisfied it needed more. He pushed two fingers into himself hissing from the burn but it felt so good at the same time, he pumped them in and out and continued to stroke his cock with the other hand.

Having enough of watching Steve have all the fun himself the centipede slithered up to him, coiling around Steve's body and rubbing and clutching at his skin almost possessively with it's many fleshy legs. Steve shivered from the contact, every brush of it's body against his all too sensitive skin sent shocks of pleasure though to his core and cock. Steve found himself on his back the centipede wrapped around him, cushioning his head as it settled it's lower body between his legs. Steve looked down finally seeing another appendage jutting out from the centipede's lower body, it was red like the rest of the underbelly and legs, but it was thicker and it too secreted a wet fluid from the tip. It nearly pulsed rhythmically and pressed in closer to Steve's body.

Yes, he wanted to be filled. Normally he should be horrified by the notion that this creature was inching closer and closer with its phallic appendage, but head still swimming from the pollen Steve wanted it more than anything. He gripped his own thighs and brought his legs up exposing his already loosened and wet hole, his breath shaky and uneven. The centipede's slender penis twitched, and pulsed with more fluid the tip skirted over his rim, rubbing teasingly over it, smearing more of the slick natural lubricant over his flesh.

“Please...” Steve begged, his voice cracking and his thighs trembling. The centipede clicked its pincers together as if it were pleased, and its coiled body flexed around him. The tip pressed into Steve's hole and slid deep into his channel, the glide was smooth and easy it had Steve's head lolling back while he moaned with pleasure. It enclosed its legs around his stiff cock once more, encased in the warm rippling heat while it shifted and pulled its length out and shoved it back into Steve. The fluid the centipede was secreting trickled down and out of Steve's ass, it was so wet and messy. He felt defiled and used, but in such a good way.

Steve turned his head, panting and moaning as he rocked his own hips and used the bugs appendages as his own personal sex toy. “Ah-ah-ah!” Steve was moaning with each deep thrust of the shaft into his body the tip rubbing deliciously over his pleasure spot. The legs enclosed over his own cock squeezed him and the motion of his own rutting rubbed his length along the soft ridges. Steve felt nearly delirious with the pleasure coursing through him, from the sensation wrapped around his cock to the jolting, almost electric waves from the prodding of his prostate.

“Fuck, yes, yes oh god fuck!” Steve chanted unable to keep himself quiet, how could he when he had never felt something so incredible before. _Squelch-Squelch-Squelch_ the filthy noises echoed throughout the lab as Steve bucked his hips, rubbing his cock into the tight heat of the centipede's enclosed spindly legs, stroking along the soft belly so wonderfully. Its own stiff length driving into his hole, Steve clenching around it greedily wanting more.

It was good, it felt so good. “Ah yeah right there, don't stop please, please!” Steve begged as the centipede continued its assault on his body. Steve writhed beneath the creature, holding his own legs open, his fingers digging into his flesh. He felt the tension building, the increasing pressure in his balls as they grew tighter against his body. Close he was so close, winding up tighter and tighter teetering right on the edge of bliss. The release was nearly explosive, Steve threw his head back practically wailing in his pleasure as his cock pulsed with fresh streams of come. It spattered up across his chest, and abs, but the centipede didn't relent on it's stroking, gentle fucking, its legs only tightened the pressure around Steve's oversensitive cock and milked him of every drop.

“Ah too-much-too-too much! Fuck!” Steve panted as the last burbles of his come leaked from his dick, the milky white fluid dribbling down and coating the centipede's underbelly. Steve was shaking, long full body tremors, quivering from over stimulation. He gripped tighter at his thighs still holding himself open, the slick shaft still pumping into him and the legs squeezing and tugging at his sore cock. Steve felt as if he needed scream, the creature flexed and coiled it's body closer to him as if to soothe, he couldn't take it anymore it needed to stop he couldn't-

“Oh-Oh my-oh my god!” Steve moaned in surprise when another sudden and nearly painful orgasm rocked through him. His entire body seized up and his mouth hung open as he heaved in and out harsh panting breaths. He made another mess across his stomach and all over the centipede, the fluids coated and dribbled over several of the centipede's legs. It released Steve's overworked cock finally. and slipped its penis out from him, it spread it's red legs apart, filmy sticky strands of the filthy evidence of Steve's pleasure coated and strung between the appendages. Steve wasn't in the right mind set to even feel ashamed.

Steve felt as if he were floating, between a state of conscious and unconsciousness, just in the afterglow and exhaustion of his double orgasm. The centipede's body felt warm, and comforting around him. Steve released his thighs and let his legs relax, his hole felt wet and open, empty he wanted to be filled with something thicker, longer heavier. His cock and balls ached from overuse, but the heat was still present, and a tingle buzzed under his skin. Steve rubbed his hands over his skin, scratches his nails up his thighs as he spread his legs and just palmed over his testicles, taint and ass cheeks. He settled his hand between his legs, and circled his fingers over his hole, playing with the viscous fluid from the centipede. He closed his eyes just settling into the lazy unhurried self play while the centipede remain coiled around him cushioning his head and neck as it provided Steve the momentary break from their activities.

It wasn't finished with him yet. The centipede released another small puff of its pollen which this time Steve didn't fight. He breathed it in, the smell almost sweet like flowers and welcomed the hazy drunk feeling. The aches and soreness faded rapidly as Steve's system metabolized the pollen all too efficiently. He felt the fire ignite again inside himself, and the aches faded all he knew was he wanted more, he wanted to come again. There was the sound of the lab door sliding open, footsteps and then-

“Steve...oh my god...Jarvis lock down this floor immediately!” Steve looked over towards the voice, and blinked in the haze buzzing though his brain. Tony was standing there still in his formal tuxedo from the event he had attended. What was he doing back already? Surely Steve hadn't been here that long, and why was Tony staring at him like that? The centipede wriggled backwards and cocked its head curiously regarding Tony. It approached him slowly it's pincers clicked together as its legs moved in fluid synchronization.

“Steve you with me? I'm gonna get you out of this. I just...I gotta...” The centipede moved closer forcing Tony to take a step back.

“I'm here Tony.” Steve said in a dreamy voice. Tony...Tony was a man, he was an attractive man known for sexual prowess and confidence. Steve's eyes wandered over him, too many clothes he wanted to see more, Tony had what Steve wanted, Tony could fill him up and stretch him and help him extinguish the burning hot desire eating him up inside. “I want-Oh Tony I want it so much. It tried and it was good, but it wasn't enough I need more. I need you.”

Tony looked over to Steve laying on the floor, something was very wrong with him. He tried to ignore the mess over Steve's chest and stomach, his large dripping cock hard and resting against his belly. It was indecent especially for someone like Steve to be seen like this, Tony had no right to look, not like this, not without consent. “Jarvis analyze what the hell is wrong with him.”

“Captain Rogers appears to be under the affects of a very potent aphrodisiac naturally produced by the centipede you have been studying.” Tony dodged away from the creature as it approached wondering what had Hydra planned for the thing.

“Steve you are not thinking straight. Come on snap out of it, we can't risk this thing getting out so we have to work together. It's messed with your head, and for whatever reason the serum isn't working on fighting it so I need you to concentrate and fight this!” The centipede blocked Tony, it clicked it's mandibles together and spewed the cloud of pollen at him. Tony waved the powder away while he tried to cover his mouth to keep form breathing it in, but it was too late he felt the chalky substance in the back of his throat making him cough. No he could fight this he was better than this.

Steve sat up, his eyes heavy lidded the heat still present in his body, a constant kindling flame. He watched as the centipede coiled itself around Tony as it had done to Steve in the beginning the many legs clutched and held tightly to Tony.

“Gah! Get it off-get it off!” Tony squirmed in the tight constriction trying to free himself, but the centipede held him still. Steve stood up slowly and approached Tony seeing he was in distress he remembered he had been too at first.

“Shhh it's okay Tony it won't hurt you.” Steve said in a gentle voice. The red appendages bore into Tony, feeling, stroking, one ease its way in between buttons of Tony's shirt and pulled ripping it open. There was ripping and tearing as the centipede worked on divesting Tony of his clothing. Tony's breath was fast sharp inhales as he was slowly exposed, he struggled against the creature more, gritting his teeth in exertion.

“Damn it Steve wake up! This thing it's using you, using us.” Steve dropped to his knees and looked up at Tony with dazed blue eyes, his hands stroked up Tony's thigh, and grasped his belt with deft hands. Steve unfastened it and pulled Tony's slacks, and boxer-briefs down. The centipede moved and adjusted its body for Steve to easily pull Tony's pants down to his ankles. Steve leaned in pressing little soft kisses to Tony's thigh, and hip. “Steve...stop please. You don't want to do this.” Tony said in a strained voice.

Steve nuzzled his face into Tony's leg. “I do...I want it so much. You'll feel it soon too, it will feel so good Tony.” Steve mumbled against him pressing his mouth closer and closer to Tony's groin. Despite his willpower Tony could feel the pollen working in his system, the aphrodisiac was pumping blood down to his cock making him grow hard. His cock rose, jutting out from his body obscenely, aching for touch. Steve's eyes grew hungry as he stared swiping a pink tongue across his wet lips. Tony was big, bigger than Steve had predicted given Tony's shorter stature, but there had always been talk of Tony being hung and it turned out not to be an exaggeration. Steve practically felt his wet hole flutter, his channel clench in excitement. Tony's cock would fill him so well, the centipede had gotten him nice and ready, wet, loose and open.

“No, it's a pollen it's like a drug like date rape. Snap out of it Steve please try and snap out of it. You'll never forgive yourself for this I know you won't. Stop before you do something you'll regret!” The centipede unraveled part of its body from Tony sensing he was falling into the heat. He was reacting physically but it hadn't yet affected his judgment. The centipede aligned itself between Tony's legs and contorted itself up, legs spreading like fingers reaching up and clamping themselves over Tony's cock. “No,no, no!” Tony protested, but his voice was sounding more strained.

“Just let it happen.” Steve whispered and he leaned in, his hands settling on Tony's hips. He licked a strip up Tony's cock as it was held in the centipede's grasp. Tony bit back a moan and shut his eyes tightly trying to keep himself still, but the bug was pulsing, flexing around him, it's soft warm legs squeezed and released, and squeezed again, tugging gently on his length. Steve's wet tongue laved up from the tip to the base, he pressed his lips to Tony's flesh, and sucked, and mouthed over what bit of Tony's cock he could reach.

Tony was losing the battle his mind was growing fuzzy as his rational thought was pushed further, and further back. He tried to hold onto it for Steve's sake, but his resolve was slipping, and the wet warmth of Steve's mouth, the rubbing and tugging of the centipede's legs was becoming increasingly distracting. Tony felt the sweat begin to prickle across his skin as his body temperature steadily increased, and with that an ache so strong, his cock was throbbing as if he were already on the verge of orgasm.

Steve continued laving his tongue along Tony's length, long wet licks, running his tongue up and down as the centipede squeezed, and gently stroked Tony as it had done with Steve. Tony had shut his eyes tightly, still trying to fight the buzzing heat from the pollen altering his mind. It was difficult to ignore the wet warmth of Steve's tongue, his lips trailing over the sensitive skin of his shaft, lips warm and soft, the centipede's legs flexing. Tony's resolve was fracturing as the pollen clouded his judgment, he was sinking into the pleasure, letting it envelope him. Below him Steve was moaning, humming as he continued to trail his mouth and tongue up and down Tony's cock.

“S-Steve!” Tony gasped and his hips began to rock forward, rutting himself into the centipede's grasp, as good as it felt though Tony wanted the warmth of Steve's mouth wrapped around his cock. -No- Tony knew he was better than that, he wouldn't give into his baser instinct as much as he had wanted something like this with Steve, intimacy, sex, this wasn't the way it should happen. It all felt so good though, Tony could feel himself slipping and falling deeper into the haze from the pollen.

As if it could sense Tony's failing resolve it released his cock, but still remained tightly coiled around him, pinning his arms to his sides to keep him still, his pants bunched around his ankles. Tony's hard cock jutted out obscenely from his body, Steve didn't even hesitate before wrapping his lips around the head and sucked. Tony couldn't hold back the moans that escaped him as Steve took his length deeper into his mouth, bobbing his head a few times, and humming pleasurably around his cock. Steve was...god he really was enjoying sucking him off.

Steve pulled back from Tony's cock taking in a gasping breath, he looked up at him with a lust addled gaze. He enclosed his hand around Tony's length and began to slowly stroke the base.

“I heard the rumors but always wanted to see for myself, god Tony you're well hung.” Steve said while nuzzling Tony's groin appreciatively. “I can just imagine what you'll feel like inside me, I wanna feel stretched and open. I want you to fuck me good, I know you'll make it so good. The centipede already prepped me, I'm so loose and open for you ready to take in your big cock. I wanna feel you come in me, make me messy, feel your come leaking from my used hole.”

“Fucking hell Steve!” Tony ground out as the last shreds of his self control receded. Steve's words had implanted themselves as lewd images in his mind, and Tony couldn't shake them once they had taken hold. -Yes- He wanted that, all of that. He wanted to get Steve down onto his hands and knees then pound his cock into that supple ass until Steve screamed in ecstasy. Good lord what was he thinking? What was happening to him?

Reading the change in Tony's demeanor the centipede released him from its hold, and uncoiled itself from Tony's body. Once freed Tony attempted to make quick work of removing the rest of his now torn suit, but Steve impatient for Tony to join in the fun, literally ripped the remaining fabric off of him with an animal-like growl. There was a moment they stood looking over one another, briefly, hungry eyes roaming over muscled bodies, angular features, sweat covered skin, hard and heavy cocks, then they clashed, lips slotting together, parting, and opening for one another. The kiss was nearly violent, charged with pent up sexual energy, tongues delving into mouths, tasting, licking, fighting for control.

The two of them dropped down to the floor together, Steve on his knees his hands planted on the floor, he tilted his hips displaying himself for Tony. Steve felt Tony's hands on his hips, gripping tightly to him as he lined himself up, pressing the head of his cock against Steve's open hole. He rocked his hips backwards, groaning as Tony's hard, thick length rubbed between the cleft of his ass.

“Please-please Tony!” Steve begged as moved his hips, rubbing his rear against Tony's dripping cock. Tony was breathing heavily, his fingers tightened their grip on Steve's hips as he watched the captain acting so lewd, so unlike himself but it was such a turn on. The normally clean-cut, reserved man that was Steve Rogers reduced to acting like a cock-hungry slut, it made Tony's dick throb. Behind him the centipede clicked its pincers and crawled up close to Tony, the legs splayed out and rubbed and caressed at his warm skin along his back and hooked around his shoulders. The underbelly was warm and velvety soft its body rippled and flexed against Tony's back.

Something warm, wet, and stiff slipped between Tony's cheeks making him gasp in surprise. It was slender and rubbed deliciously against his own rim. Steve beneath him whined from lack of stimulation, Tony turned his attention back to the blonde in front of him, to Steve's perfectly shaped ass. Tony ran his hands over the round cheeks, he squeeze and kneaded the flesh with his fingers, and spread them apart to gaze at Steve's wet hole. Behind him the centipede gently probed with its own slicked appendage. Tony could feel it, but it wasn't terribly invasive, in fact it felt good in a teasing way.

“Tony, please fuck me! Please I need it. I'm so empty, I need your cock in me, make me come, I need to come.” Steve was moaning with want, his own cock ached between his legs. He rocked more insistently backwards and felt the head of Tony's cock catch on his rim.

“Yes-yes anything you want.” Tony panted and with a hard thrust he drove his long thick cock into Steve's slick, and tight channel. “Ohh-Ohh Steve, fuck you feel so good.” Tony groaned.

“Mmm-mmm” Steve hummed pleasantly and he clenched down around Tony's length. He felt so full and stretched, Tony felt huge inside of him. “You too, god you're so big Tony, fill me up so good.” Tony rocked his hips slowly, setting an easy rhythm. Each nudged forward into Steve's hot channel sent ripples of pleasure through his cock. The centipede's legs tightened their grip on Tony,

like spindly fleshy fingers, its wet protrusion that had been nudging and probing Tony's ass was forced roughly into his body, Tony's hips stuttered, and he thrust particularly hard and deep into Steve, gasping from the sudden invasion.

Steve moaned sinfully from the aggressiveness of the thrust. The head of Tony's cock had rammed into his prostate, the suddenness and intensity of the pleasure that jolted through him made his own dick spurt some precome onto the floor. The centipede swayed to the right and shot the stringy webbing around Tony's right wrist, it did the same on the left and reared itself back pulling Tony's hands away from Steve's hips. It curved its body into an S shape with its head reared back, and holding Tony's arms in the strong thread-like webbing. Its lower half was curved up along Tony's ass, its own penis sheathed inside of his body. It moved, in a wave like motion driving its length deep into Tony, the force pushing his own hips forward, and his own cock deep into Steve. It was using Tony to fuck Steve.

“Harder, please Tony harder.” Steve panted, so lost in his own pleasure he didn't even know what else was occurring around him. Tony let the centipede use him as it wanted. He closed his eyes and just moaned, each movement sent a fissure of hot jolting pleasure through his body from the stimulation of his prostate, and the tight clenching heat of Steve's ass. Every roll of Tony's hips felt incredible, he didn't know what he wanted more of, to drive himself deep into Steve or feel the shaft of the centipede rub that pleasure spot inside himself.

“Close, so close Tony!” Steve was shifting his own hips, rocking back against Tony's own dick as if he couldn't get enough. Tony watched as the Captain's ass enveloped his own cock, the slick wet slide and slapping skin, the perfect globes of Steve's ass cheeks ramming against the top of Tony's thighs. It was pornographic. Tony had never imagined that Steve was capable of acting like this. He flexed his arms and tugged on the bindings of the centipede's webbing. Tony wanted to reach down and spread those cheeks so he could watch his cock sliding in and out of that stretch dripping hole. Tony's hands itched to slap Steve's rear and make him gasp, to make it hurt in that dirty oh-so-good way.

“God you are so hungry for it Steve, never knew that Captain America was such a cock hungry slut.” Tony couldn't control the words that tumbled from his mouth, he could be crude when it came to dirty talk. Had this occurred during different circumstances Tony probably wouldn't have elected to use such wording, but his head was fuzzy from the pollen, and it all spilled out without any filter. Steve apparently responded well to it, his body shuddered beneath Tony.

“You like it when I call you that? Look at you, the all American golden boy getting railed by playboy Tony Stark. Getting it on with a fucking mutant sex bug.” Tony laughed at the audacity of their situation, but it didn't change how hot he found it, all the previous misgivings were completely gone. Damn that pollen was powerful stuff.

“It made me feel so good Tony.” Steve looked back at him over his shoulder a sultry little smile on his face. “You feel so much better though, you're filling me so good.” Steve finally registered what was happening behind Tony, his arms suspended above his head by the webbing and the way the centipede's body was curving in towards Tony's rear. It flexed and moved and each thrust moved Tony deep into his channel. “Oh? It's-to you too? Does it feel good? You like it Tony?”

Tony nodded enthusiastically. “Yes-yes I do.”

“H-Harder Tony...please!” Steve begged and Tony obliged willingly. He rocked his hips back and forced them forward roughly into Steve. Tony groaned with every thrust, how wonderfully his cock slid in and out of Steve's clenching asshole. “So good, ah-ah so good!” Steve chanted. Tony felt Steve's body tense under him, his cock was being squeezed as Steve's muscles clenched up around him. Steve was thrusting his hips uselessly in the air as his cock pulsed with fresh streams of come. It splattered across his chest, on the floor and Steve moaned filthily as the pleasure rolled through his body. The rhythmic clenching and releasing around his shaft was enough to push Tony over the edge, and reach his own orgasm.

“Fuck-oh-fuck!” Tony moaned the combined pleasure of his dick sliding into Steve and the centipede assaulting his prostate had Tony coming like a geyser himself. He couldn't recall the last time he had an orgasm such as that, and such a copious amount of his seed that had spilled. Tony panted heavily as the centipede had finally released his arms from its hold and he let them fall limp to his sides as he caught his breath.

Tony remarkably found that he was still hard which should have been impossible, but something in that pollen apparently had blessed both himself and Steve with no refractory period. Steve had sighed contently beneath him, even with Tony's cock still buried balls deep inside of him. The centipede pulled away, its own protruding shaft slid out of Tony, and it wriggled itself beneath Steve. It flipped with itself belly side up its pincers and gaping maw beneath Steve's own cock, its opposite end lifted up in front of Steve's face. The centipede's penis pulsed and throbbed while more fluid flowed freely from the tip.

Steve didn't care where it had just been, he opened his mouth for the centipede's appendage, licked up and down the length of it, the texture smooth and slick over his tongue. There was the fullness of Tony's cock sheathed in his ass stretching him, the head a constant pressure on his sweet spot. Steve's own erection was hanging heavy between his legs, throbbing with need. The centipede clicked its pincers in excitement while Steve continued to suck on the protruding phallic length, enjoying the feeling of being filled and having something in his mouth. He rocked his hips feeling Tony drive deeper into him, but he wanted to rut and rub his own cock against something. Maybe the centipede would wrap its legs around him again and let him just rut into it's soft underbelly.

Instead Steve felt the wet warm suction of the centipede's gaping maw enclose around the tip. Steve groaned around the appendage in his mouth. God it was sucking him, its mouth was so wet and warm the suction so tight around his cock. Steve began to thrust wildly into the gaping maw all while Tony's own cock slid over his oversensitive prostate. Steve pulled his mouth off of the slender penis to catch his breath.

“Yes-Yes-Yes!” Steve panted. Tony realizing that he now had his hands free reached down and gripped onto Steve's narrow waist and drove himself hard and fast into the captain's clenching ass. Tony couldn't resist now that the centipede had released him he drew his right hand back and delivered a hard and heavy slap to Steve's perfect cheek.

“Ah!-ohhh!” Steve's surprised yelp turned to a moan. “Do-do that again!” Tony obliged slapping Steve's ass again. “Ngh! More!” Tony did so slapping the round butt-cheek and kneading his fingers into the sore flesh. Soft, but also so firm as he always imagined it would be.

“My little masochist?” Tony teased between panting breaths, he still rocked his hips forward, fucking Steve good and hard.

“Yes!” Steve admitted. “Feels so good Tony, all of it feels so good. Ah! God it's sucking me!”

“Hmm why don't you give it something good to swallow?” Tony purred. “And put your own mouth to work?” Steve groaned and then took the appendage back into his mouth, he sucked it greedily while feeding the centipede the length of his own cock. Tony never thought the sight of Steve sucking off a giant sex bug would do it for him, but the visual of those lips wrapped around a cock had his balls tightening from the wave of arousal. The bug suddenly appeared to be convulsing, its fleshy body rippling and the legs spasming as the clear fluid spilled from its penile appendage into Steve's mouth.

Steve coughed the come spilling out the edges of his mouth and dribbled down over his chin as he heaved in several breaths. The full body spasm of the centipede traveled all the way down its segmented body towards its soft sucking mouth, it clenched up around Steve's erection. Steve closed his eyes and moaned, his hips still thrusting into the dripping maw. The suction around his dick paired with Tony's thrusting cock against his prostate sent Steve spiraling fast into another intense orgasm. How his body managed he wasn't certain, it felt impossible even by his own standards, but he felt the tight coil of heat deep in his groin and the explosive feeling of pleasure that wracked his body almost violently as he came again.

“Ohh-oh god Tony! Mmm-so good!”

The centipede pulled back, the trails of Steve's seed flowed freely out of its maw as it wriggled out from beneath him. Neither Steve or Tony were capable of feeling any shame, in fact Tony just found the whole image insanely hot. The rhythmic clenching of Steve's channel around Tony's cock sent Tony reeling into his second orgasm. He thrust into Steve for a few more strokes as he rode out the waves of of his pleasure.

“Fuck-oh-fuck Steve!” Tony moaned. Once the last of the aftershocks had passed Tony pulled out of Steve and sat back on his heels. Both were catching their breath, Steve rolled onto his back as he collapsed, taking in long extended breaths. His body was covered in a sheen of sweat that only made his creamy skin glow.

Tony could see his own come leaking from Steve's used hole, it was filthy, wonderful sight. The centipede surrounded Steve as it had when Tony had first entered the workshop, its head shuffled down between Steve's legs as the rest of its body coiled around him. The pincers prodded and examined, the soft wet mouth suckled down along Steve's thigh. A few of the legs gripped at Steve's shoulder and dug into his skin as the mouth continued its exploration. The sucker like mouth grazed past Steve's cock and below his balls, lower and lower. Steve let out a surprised gasp that turned into a drawn out moan as the centipede latched onto his leaking rim.

“Fuck-me...” Tony muttered as he watched the creature rim Steve's come dripping ass. Steve was holding his thighs open and rocking his hips, rubbing his rear against the wet mouth. His blonde hair was mussed, there was still fluid from the centipede's dick smeared at the corner of his mouth, his own come was drying on his chest and abdomen. Steve's cock was still hard and wet from the centipede's maw, fresh come still dripping from the tip, was there no satiating the captain's insane sexual appetite? It appeared that Tony was going to follow along that path as well, he looked down as his own cock valiantly filled once more and grew stiff within seconds. He wondered if he could market this thing's pollen as a male performance drug. Beat this Viagra!

Tony shifted and crawled over to Steve and laid down beside him, the centipede shifted its body to make room and even pressed its body up close to Tony cushioning them both. Steve turned his head and looked over Tony with hungry eyes. He reached over, curling his fingers into Tony's dark hair and pulled him forward. They kissed, desperate and aggressive, Tony gripped his own cock and began to stroke himself. Steve was panting heavily, his mouth hung open as the suckling mouth continued its assault. He felt something, wet and slippery sliding into him and probing further. It-it had a tongue? Steve's body shuddered and he arched his back up from the floor.

Tony watched him, Steve's reactions, he was so responsive and sensitive. Tony didn't last long the combined high of the pollen with the imagery had him coming quickly. Long drawn out pulses that spilled onto his own abdomen. The centipede pulled away from Steve suddenly and it reared up cocking its head inquisitively and clicking its pincers together. Tony let his body go lax, his head falling back as he regulated his breathing. Two orgasms was a feat for him, but ramping that up to three was unheard of, especially for his age and how close together. He was gonna be sore in a few hours, the fatigue was beginning to settle. The centipede made a sudden high-pitched squealing noise jerking Tony out of his haze.

“What? Huh? Oh come on we're exhausted!” The centipede re-positioned its body, it began to coil around Tony and grip him with its many fleshy legs. Steve sat up bit on his elbows confused as to why the centipede was behaving so strangely all of a sudden. The centipede opened its pincers and prepared to release a fresh cloud of pollen.

There was a loud crash of breaking glass. “Quarantine breached!” Jarvis announced as a Mjlonir crashed through the window followed by the god of thunder himself. Thor caught his hammer in his hand and held it up menacingly.

“Away from them beast!” He threatened. The centipede appeared to get the hint and uncoiled from around the pair and backed off from them obediently. Tony blinked a few times as his mind slowly filled in the missing pieces. The quarantine he had put up a quarantine for a reason. Tony's head was still so muddled though he couldn't think straight, even with the fading effects of the pollen he was still floating along in the post-orgasmic high. Steve was faring no better, he just stared at Thor as if he were a complete stranger.

“Thor? Why are you...you broke my window...” Tony complained , apparently not even aware the messy picture that he and Steve presented at that moment.

“Don't strain yourself Stark, the beast's spell will rid itself of you soon.” He held the hammer up threateningly at the centipede, and it wriggled away back into the containment cube it had escaped from. Steve nuzzled against Tony affectionately while he wrapped an arm around him to keep him close by. He couldn't quite piece together why Thor had barged inside in such a way thanks to his still sex frazzled brain. Steve did know that he felt tired...so tired...he could sleep for days sort of tired.

The pollen's affects were beginning to fade and with that the pain blockers from the endorphins. Steve's body was beginning to feel the first hints of the aches that were to come from such vigorous activities. The serum allowed for him to experience multiple orgasms, but even super soldiers had a limit, and with the pollen from the centipede it had pushed Steve well beyond that limit. The exhaustion began to settle inside himself. Tony wasn't faring any better, without the blessing of the serum granting him extra endurance he was crashing hard.

Tony laid back on the floor and felt his eyes drifting closed, the fatigue setting in. If he could just rest for a minute...that was all he needed, and then he could figure out what Thor was doing there. Just...for...a...minute. Tony passed out, his body completely worn out from the experience. Steve too was feeling drawn towards some much needed sleep. He relaxed next to Tony on the workshop floor, still a mess, a combination of bodily fluids smeared across his abdomen, face and leaking from his ass.

Thor was still attempting to prevent the centipede from exiting its corner of the room, he held his hammer up high in a threatening stance. Steve closed his eyes too and just slowly breathed in and out as the utter exhaustion settled bone deep. The darkness enveloped him and he fell into a pleasant sleep.

 

 

**Author's Note:**

> Yes there will be a chapter two, stay tuned for the aftermath, angst, guilt, and yes...more smut. Please feel free to comment on this pile of filth, love it? hate it? Need some mind bleach? Feel free to tell me! (in a constructive way of course)


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